ConvergeIT®: IVR Services – Additional Terms
1. SERVICES.
(a) 51ԹճԹ will provide Client the IVR services (“ConvergeIT: IVR Services”) as identified forth in the applicable fee exhibit.
(b) Client Responsibilities
(i) Client will facilitate timely cooperation with any necessary third parties in order for 51ԹճԹ to provide the ConvergeIT: IVR Services.
(ii) Client is, and shall remain, solely and exclusively responsible for any and all financial risks associated with the ConvergeIT: IVR Services.
(iii) Client will use, and will instruct its customers or members in the use of, ConvergeIT: IVR Services in accordance with such usage rules as may from time to time be established by 51ԹճԹ and furnished by 51ԹճԹ to Client.
(iv) Client assumes exclusive responsibility for (A) the consequences of any instructions it may give to 51ԹճԹ, (B) Client’s or its customers’ or members’ failures to access ConvergeIT: IVR Services properly in the manner prescribed by 51ԹճԹ, and (C) Client’s failure to supply accurate input information, including, without limitation, any information contained in an application.
(v) Client is expressly prohibited from extending any warranty or warranties on 51ԹճԹ’s behalf to any person.
(vi) Client agrees to provide all support for ConvergeIT: IVR Services for its customers or members.
(vii) Client will be responsible for the payment of all telecommunications expenses associated with ConvergeIT: IVR Services.
(viii) Client will license and operate the necessary account processing software, any applicable middleware application, ConvergeIT: IVR interface application and all related software required to support 51ԹճԹ’s operation of ConvergeIT: IVR Services. The applicable middleware application must define the contents of the message, message format, error condition handling, and security wrappers.
(c) Payment Functionality. If Client elects payment functionality, including ACH functionality, as identified in the applicable fee exhibit, the following shall apply:
(i) Client recognizes that 51ԹճԹ may utilize certain financial institutions and other nationally recognized debit and credit card networks (“Processors”) in connection with providing the ConvergeIT: IVR Services and that Processor’s systems, rules and fees are outside the control of 51ԹճԹ. Client will comply with the rules of such Processors as they apply to the ConvergeIT: IVR Services. Further, if 51ԹճԹ receives a compliance notice from any Processor, the parties agree to use commercially reasonable efforts to resolve such compliance issue as required by such Processor in order to avoid or mitigate any potential fines thereunder.
(ii) Client acknowledges that the crediting of Client Bank Accounts (or debiting in the event of a chargeback) may be performed by Processors contracted by 51ԹճԹ, and the actual electronic payments may be controlled by such Processors. 51ԹճԹ is not responsible for delays caused by such Processors. Client’s obligation to repay chargebacks resulting from customers’ transactions received through the 51ԹճԹ system shall survive any termination or expiration of the ConvergeIT: IVR Services.
(iii) Merchant of Record. To the extent Client desires that Client use the CovergeIT: IVR Services to process payments, Client acknowledges that 51ԹճԹ shall be required to acquire a merchant identification number under 51ԹճԹ’s existing merchant agreement indicating Client as the Merchant of Record to facilitate the receipt of customer payments on Client’s behalf. In such event, Client agrees to execute a rider to 51ԹճԹ’s merchant agreement, in the form provided by 51ԹճԹ.
(iv) Third Party Payment Services. 51ԹճԹ contracts with third party bill payment providers (“Third Party Payment Services”) (e.g., internet-based banking sites and walk-in bill payment providers) to accept payments collected by the Third Party Payment Services and enable the posting of these payments to Client’s accounts receivable system in the same manner that payments are posted through the ConvergeIT: IVR Services. Client may elect to use the Third Party Payment Services, subject to the standard applicable fees or the fees identified in the applicable fee exhibit, thereby authorizing 51ԹճԹ to: (a) include these payments in the daily reports and remittance files, and (b) provide the funding for these payments in conjunction with Client’s regularly scheduled deposits.
(v) Communication/Transmissions. Client will allow 51ԹճԹ to transmit to and receive from Client’s computerized billing system (the “Host Computer”) transaction information necessary to enable customers to use the 51ԹճԹ system and to properly debit and credit Client Bank Accounts. Transmissions will occur on 51ԹճԹ's normal business days
(d) ACH Functionality. If Client elects to use ACH functionality, as identified in the applicable fee exhibit, the following shall also apply:
(i) Client’s customers or members will be permitted access to the 51ԹճԹ system (including usage of a toll free telephone number) in English and, if applicable, in any other language(s) offered by 51ԹճԹ (subject to applicable fees), and will be able to enter information that will authorize electronic payments to Client. 51ԹճԹ will complete the transmission of electronic instructions input by customers to effect the debiting of customers’ accounts or the crediting of Client’s designated bank account(s) (“Client Bank Accounts”) via electronic funds transfer (“EFT”), automated clearing house (“ACH”) or by other method mutually agreed by the parties and the customer.
(ii) 51ԹճԹ is solely responsible for any process charges, merchant discounts and other fees that arise in connection with the authorization and settlement of payment transactions through the 51ԹճԹ system. Client will pay any other charges or fees imposed by Processors in connection with return items or chargebacks against sums paid to Client (collectively “Processor Charges”), and hereby authorizes 51ԹճԹ and its Processors to: (A) withhold the amount of Processor Charges from future credits to Client Bank Accounts, and (B) debit Client Bank Account for such Processor Charges. If 51ԹճԹ is required by a Processor to pay such Processor Charges, Client will reimburse 51ԹճԹ. Notwithstanding the foregoing, the Parties will cooperate with one another in the investigation and resolution of any alleged mistakes or errors. Client acknowledges and agrees that Processors are intended third party beneficiaries under this paragraph.
2. PERFORMANCE
(a) Technical Support. Client will provide all technical support to its customers. 51ԹճԹ will provide second level Technical Support to Client’s customer support representatives. “Technical Support” means 51ԹճԹ will take an initial technical support inquiry from Client and initiate the troubleshooting process. 51ԹճԹ shall use commercially reasonable efforts to determine the source of technical support issues, and to remedy the issue. Technical Support is available as described in this Schedule.
(b) Client acknowledges and understands that the ConvergeIT: IVR Services may be subject to unavailability due to congestion or overload on public circuits supplied by third parties or due to downtime by such third parties.
3. ADDITIONAL TERMS. The following additional terms apply to ConvergeIT: IVR Services:
(a) Alternative Services. During the term of the ConvergeIT: IVR Services, 51ԹճԹ may provide written notice to Client that it is offering a product and/or service of substantially similar functionality and use as all or any portion of the ConvergeIT: IVR Services provided pursuant to these Additional Terms. Following such notice, either party may elect to transition Client to such product or service, subject to (i) providing the other party with written notice at least 90 days prior to such transition and (ii) 51ԹճԹ and Client entering into a separate schedule to the Agreement for such product and/or service.
(b) 51ԹճԹ may modify service procedures or fees as a result of changes in telecommunication rates, Processor fees or Processor policies and procedures or, after the first anniversary of the effective date of the term of the ConvergeIT: IVR Services, for any reason. Any modification shall be preceded by written notice from 51ԹճԹ at least 30 days prior to such change.